The Watcher has come to witness an event of cosmic significance: The fate of the Phoenix. Following the destruction of the D'bari system[2], the Shi'ar have teleported Phoenix, the X-Men, Angel and Beast aboard an imperial cruiser where Empress Lilandra has the unfortunate duty to tell her lover Charles Xavier that he galactic council has agreed the Phoenix must be destroyed. However, Xavier does not wish to put one of his students to death and calls for a duel of honor between the X-Men and the Imperial Guard for the fate of the Phoenix. After consulting this with the Kree and Skrull leaders, it is agreed that his will be allowable, and Lilandra agrees to the duel as well electing that the battle happen on the Moon's blue area. The Supreme Intelligence and R'Kill demand that their emissaries watch over the battle.

The X-Men leave to rest up for the fight with most of them wondering what the Professor has gotten them into. That night, Jean has an alien tailor create a replica of her old Marvel Girl costume for her to wear, Nightcrawler and Angel practice in a training room, Wolverine -- after considering that this time he will kill Jean if he has to -- meditates, Beast takes a bath and takes up some of the local hospitality, while Storm and Colossus rest up for the fight. Scott is on one of the decks looking out into space brooding over his lot that the love of his life might be killed just when they were truly falling in love. His thoughts are interrupted when Jean arrives and shows off her costume, the two then decide to spend twhat could possibly be their last night together.

The following morning, the X-Men all agree to fight for Jean and are teleported to the surface of the moon where they find their fliers cannot fly too high without breaching the protective atmosphere of the blue area. The group is attacked by Starbolt, Manta and Oracle, causing the X-Men to split up to divide the Imperial forces.

One group consisting of Beast, Colossus, Storm and Wolverine travel into the underground tunnels and clash with B'nee and his partner C'cll. When Wolverine and Storm are knocked down a shaft, they are attacked by Hossar and Earthquake. Wolverine is knocked into the Watcher's citadel while Storm is defeated by the two Imperials. While above as the battle rages on, Smasher tosses Angel down another shaft, prompting Nightcrawler to jump after him leaving Cyclops and Phoenix alone and out numbered. Inside the Watcher's citadel, Wolverine awakens to have the Watcher reveal that he's been watching the Earth for centuries before kicking Logan out of his home. When Wolverine is approached by what appears to be Storm, his enhanced senses detect that it's really the Skrull Raksor. Before he can deal with the shapeshifter, he is blasted by the Kree known as Bel-Dann. Disgusted at being saved by one of his mortal enemies, Raskor shape shifts into a bestial creature and attacks the Kree.

Meanwhile, down below, Nightcrawler finds no trace of Angel and attempts to get the drop on Manta, only to be blasted by her. Not far away, B'Nee incapacitates the Beast, while Gladiator goes toe-to-toe with Colossus and easily beats the X-Man into submission. Watching the battle from the Shi'ar flag ship, Xavier is upset witnessing his X-Men being beaten, and Lilandra mourns for her love. With the only X-Men left being Cyclops and Phoenix, the two agree to go out together and after a brief rest attack the remaining Imperials head on. However as the battle rages, Jean loses control of her dark side once more and begins to unleash the full power extent of her Phoenix powers once more. With no other choice, the X-Men begin to pick themselves up and change their focus to attacking Jean, despite the pain that it brings them to do so. When Colossus strikes a powerful blow to Jean strong enough to temporarily restore her sanity, she begs her fellow X-Men to end her life, however nobody can bring themselves to do it. Jean then runs into a tunnel with Scott hot on her tails. She traps him in a telekinetic shield and tells him that there is no other choice but for the Phoenix to die. Powerless to stop anything, Cyclops watches in horror as Jean triggers one of the long forgotten Kree traps on the Blue Area of the moon and has it blast her, incinerating her body. As the Phoenix dies, her final words are to scream out Scott's name. With Jean dead, Scott realizes how much he has lost that day breaks down in tears.

Witnessing this event are the Watcher and the Recorder. The Recorder finds this emotional tableau intrigued by the fact that they resisted the Phoenix's destruction. The Watcher points out that regardless of what happened, humans are emotional beings, and that despite the fact that the Dark Phoenix was regarded as a monster in the end, she died a human.

Notes

Wolverine stumbles upon the Watcher's abode. Each panel in this sequence is a homage to Fantastic Four Vol 1 13 when Red Ghost visited the Uatu's home the same way.

The structures on the Dark Side of the Moon will serve as Apocalypse's moon base much later.

This is a "double-sized" issue.

Reprints

This issue is reprinted in many other comics and books, see references for more info.

Trivia

Originally, this issue was intended as the canonical death of Jean Grey. However, Jean Grey would return in Avengers #263, and it would be established later that Grey and the Phoenix Force were two separate entities. This is the first time that a major Marvel Comics super-hero is killed on-panel (not counting Bucky Barnes, whose death, at the time, was revealed via retcon). The death of Jean Grey predates the death of Captain Marvel by two years.

Jim Shooter forced pages 30–35 of this issue to be rewritten. The original version had Jean Grey's mutant power "brain-center" being lobotomized and this was changed out with the suicide version instead. The original version is shown in Phoenix: The Untold Story Vol 1.